BYLAWS of theNorthern California Solar Energy Association

November 2012

Article I: Name and Affiliation

Section 1: Name

The formal name of this organization shall be the Northern California Solar Energy Association (Association). It shall also be known as NorCal Solar and NorCal Solar Energy Association.

Section 2: Affiliation

This Association shall be affiliated as a chapter of the American Solar Energy Society (Society). It shall meet the requirements for such affiliation as determined by the Executive Committee, Board of Directors, or other authority of that Society.

Section 3: Conflicts

The bylaws and operation of this Association shall not be in conflict with those of the Society.

Article II: Purpose

Section 1: Purpose

The purpose of this Association shall be to foster the development and application of solar energy through the exchange of information.

Section 2: Geographical Region

The Association shall serve, to the best of its ability, California counties from the Oregon border south to, and including, the counties of Monterey, Kings, Tulare, and Inyo, respecting those that are or shall be served by other chapters of the Society as approved by the Society and the Association. The Association shall retain a core geographical territory consisting of but not limited to the counties of Alameda, Contra Costa, Marin, Monterey, Napa, Sacramento, San Benito, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano, and Yolo.

Article III: Membership

Section 1: Membership Qualification

Membership shall be open to any person or group that shares the aims of the Association as set forth in Article II. Such person or group shall become a member by payment of dues.

Section 2: Categories

There shall be several categories of membership: Regular (Individual), Student, Retired, Corporate, and other categories as the Association’s Board of Directors may establish and as are reflected in the Association’s Administrative Guidelines.

Section 3: Rights & Privileges

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting shall be conducted by written ballot, electronic mail, or other format deemed reasonable and appropriate by the Association’s Board of Directors. A regular individual member, student member, or retired member who is also an employee of a corporate member shall be entitled to one vote on matters submitted to a vote by the members. No person shall be allowed two votes on any one matter submitted to a vote by the members.

Corporate members may select two of their employees to have the rights and privileges of membership with respect to being eligible for offices and directorships of the Association; however, no two employees of a corporate member of the Association shall serve on the Board of Directors at one time unless determined otherwise by the Board of Directors on a case-by-case basis.

Section 4: Dues

The dues of this Association shall be those set by the Board of Directors. Dues shall be payable to the Association either directly or through the Society or any other entity designated by the Association.

Section 5: Voting

For matters that require a vote of the membership, the Board of Directors shall appoint an Inspector of Elections. The Inspector of Elections shall determine the number of current memberships and the voting power of each, the number represented in the vote, the existence of a quorum (if necessary), and the authenticity and validity of received votes, ballots and/or consents. The Inspector of Elections shall hear and determine all questions and challenges arising in connection with the right to vote, count and tabulate all votes or consents, determine when polls shall close, determine the results, and do such acts as may be proper to conduct the election or vote with fairness to all members.

Section 6: Liability

Membership in the Association carries no liability other than payment of dues.

Article IV: Meetings

Section 1: Annual Meeting

There shall be an annual business and general meeting of the Board of Directors of this Association, open to all members in good standing, at a time and place to be designated by the Board of Directors. At this meeting, the officers and/or staff of the Association or the Board of Director’s designee(s) shall report the state of affairs of the Association, including a financial statement. Notice of this meeting shall be sent via mail, electronic mail, and/or other reasonable form of communication to the members of the Association at least 30 but not more than 60 days prior to the meeting date.

Section 2: Special Membership Meetings

Other meetings of the Association membership may be called by the Board of Directors upon written notice to all members, sent via mail, electronic mail, and/or other reasonable form of communication, at least ten days before the meeting date.

Article V: Board of Directors

Section 1: Number

The affairs of this Association shall be governed by an elected body called the Board of Directors (Board), which shall have at least five (5) and no more than thirteen (13) voting members. The immediate past president may serve on the Board as an ex-officio Director. The ex officio Director is a non-voting position.

Section 2: Duties

It shall be the duty of the Directors to

Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Association, or by these bylaws

Appoint and remove, employ and discharge, and except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Association

Supervise all officers, agents and employees of the Association to assure that their duties are performed properly

Meet at such times and places as required by these bylaws and attend at least ¾ of such meetings in any calendar year

Register their postal and electronic mail addresses with the Secretary of the Association (notice of meetings sent via mail, electronic mail, and/or other reasonable form of communication to them at such addresses shall constitute valid notices thereof)

Be paid members of the Association and of the Society

Section 3: Term

The term of each Director shall be two years.

If a Director is appointed to a Board position between elections, the time spent serving on the Board in this manner will be considered separate from, and in addition to, an elected two-year term.

Section 4: Quorum

Unless otherwise provided in these bylaws or in the Articles of Incorporation, a majority of the directors in office at the time of a Board meeting shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless a different number is required by law, the Articles of Incorporation, or these bylaws. A minority of the directors, in the absence of a quorum, may convene from time to time but may not transact any business.

Section 5. Tenure and Removal

Directors' terms shall effectively end at the annual meeting of the Board two years after the annual meeting marking the beginning of their term. Exception: in the case of a Board member appointed by the Board, the Board shall specify the length of that member’s term at the time of appointment.

Directors may serve no more than three successive terms. However, after a year absence from the Board, a person may be elected to the Board for up to three successive terms. There is no limit on how many years a Director may serve on the Board in this manner.

At the discretion of the Board, a Director may be removed if s/he has three unexcused absences from Board meetings in a calendar year.

Any Director may be removed from office for breach of duty by a vote by 3/4 of the remaining Directors.

Section 6: Vacancies

The Board may at any time fill any vacancies on the Board, with the person(s) so named to hold office until either (a) the next annual meeting of the Board, in which case said person(s) shall be eligible for Board election, or (b) the expiration of the normal term of the person(s) replaced, if the appointment was a replacement of a departed Director. The Board may fill such vacancies at its discretion.

Section 7: Meetings

An annual meeting of the Board shall be held. Other meetings of the Board shall be held at places and times designated by the Board. Reasonable notice of the time and place of such meetings shall be given to each Director. The Board may hold a meeting by conference telephone or other equipment by means of which all persons participating in the meeting can speak and hear each other. Participation in such meeting shall constitute presence in person at the meeting.

Section 8. Action without a Meeting

Any action that is required or permitted to be taken by the Directors at a meeting may be taken without a meeting via email or other medium if all Directors entitled to vote on the matter consent. The Directors shall then vote, and the action shall be effective on the date when the last vote is received. The action shall be recorded in the minutes of the next Board meeting.

Section 9: Conduct of Meetings

Robert's "Rules of Order" shall be the parliamentary authority for procedure in all meetings and in all relevant matters not covered in these bylaws.

Section 10: Non-Liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.

Section 11: No Interest in Assets

No property of the Association will accrue to the members or to the Directors. In the event that the Association is dissolved, all assets remaining after discharge of legal obligations will be transferred to the Society.

Section 12: Limitation on Corporate Members on the Board

No more than one person employed by a corporate member may serve on the Board of the Association at one time unless determined otherwise by the Board on a case-by-case basis.

Article VI: Officers

Section 1: Officers

The officers of this Association shall be a President, Vice-President, Secretary, and Treasurer.

Section 2: Qualification, Selection and Term of Office

Any person who is a member in good standing of the Association serving on the Board may serve as officer of the Association. Officers shall be chosen by the Directors from their numbers at each annual Board meeting or as needed. Each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 3: Removal and Resignation

Any officer may be removed, either with or without cause, by the Board at any time. Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary of the Association.

Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4: Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or other event of any officer shall be filled by the Board at its discretion.

Section 5: President

The President of the Association shall act as Chair of the Board, preside at meetings of the Association, represent the Association in dealing with outside agencies, be an ex-offico member of all committees, communicate to the Association such matters and suggestions as may tend to promote the welfare of the Association, and acting at the direction of the Board, transact business on behalf of the Association or the Board.

Section 6: Vice-President

The Vice-President shall perform such functions as may be delegated by the President or the Board and act in place of the President in the latter's absence. The Vice-President shall be responsible for insuring a maintained and up-to-date list of the Association’s membership.

Section 7: Secretary

The Secretary shall be responsible for taking minutes of meetings of the Board and the Association and for such other administrative duties as the Board may specify.

Section 8: Treasurer

The Treasurer shall perform the following tasks or work with designated Association staff, if any, to ensure that the following tasks are performed: receive and record all payment of dues, assessments, contributions, and other income; have custody of the Association funds; insure the timely filings and/or payments of any taxes; and keep full and accurate accounts of receipts and disbursements. All disbursements shall be made by the Treasurer with the advice and consent of the President. The Treasurer shall report on the financial status of the Association to the Board at the frequency determined by the Board.

Article VII: Nominations

Section 1: Nominating Committee

A Nominating Committee of not fewer than two members shall be appointed by the Board as needed. Its duty shall be to seek and recommend potential candidates for the Board. At least one member of the Nominating Committee shall be a Director. The names of the Nominating Committee members shall be available at least 60 days prior to the annual meeting and will be published via means determined by the Board.

Section 2: Process for Nominations

Names of potential Directors may be submitted verbally or in writing to any member of the Nominating Committee at any time.

Section 3: Timing

The Inspector of Elections or its designee shall send the ballots containing the names of Director nominees to the Association membership at least 30 but no more than 60 days prior to the annual meeting. The election shall close at midnight seven calendar days before the annual meeting.

Section 4: Qualifications

Candidates for the Board shall be members in good standing of the Association at the time of their nomination.

Article VIII. Committees

Section 1: Standing Committees

The standing committees of this Association shall be:

Executive Committee, consisting of the officers of the Association and any other Directors the Board deems appropriate.

Nominating Committee, as described in Article VII.

Audit Committee, consisting of not less than two members appointed by the Board, which shall conduct an annual audit of finances.

Membership Committee, which shall be responsible for overseeing recruitment of members and other duties as determined by the Board.

Section 2: Other Committees

The Board shall form any other committee it deems necessary.

Article IX: Amendments

Section 1: Adoption, Amendment or Repeal

New bylaws may be adopted, or these bylaws may be amended or repealed, by an affirmative two-thirds (2/3) majority vote of the Board at a meeting at which a quorum is present. However, no amendment changing the authorized number of Directors of the Association, rights of the Directors of the Association, rights of the membership, method of election of Directors, or authority of Directors may be adopted until duly approved by electronic vote or written consent of the members of the Association. A copy of the proposed amendment or new bylaws shall be included in the notice of bylaws changes given to each member.